Failure to Adopt Sample Clauses

Failure to Adopt. If, by the first day of any Contract Year after the first Contract Year, the parties are unable to reach agreement concerning any item or portion of the Annual Budget for such Contract Year, then the amount(s) of such item or portion of the Annual Budget for such Contract Year shall be equal to 105% of the amount for the corresponding item or portion of the Annual Budget for the preceding Contract Year.
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Failure to Adopt. In the event that any Participating Entity fails to adopt this Agreement, then this Agreement shall be effective with respect to those Participating Entities which adopt this Agreement provided, however, that if Granville County fails to adopt this Agreement, then this Agreement shall be null and void and of no effect. If less than all of the Participating Entities fail to adopt this Agreement, any of the other Participating Entities may withdraw from this Agreement prior to July 1, 2012 by appropriate board action.
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Failure to Adopt. Unless and until the Management Committee adopts a new Annual Plan for an ensuing fiscal year of the Company, the then most recent Annual Plan adopted by the Management Committee shall continue as the Annual Plan for such ensuing fiscal year; provided, however, that such existing Annual Plan will automatically be adjusted for such ensuing fiscal year to (i) properly account for changes in non-discretionary expenditures such as real estate taxes, insurance premiums, utility charges and emergency repair costs; (ii) limit capital expenditures to only such capital expenditures which are already provided for in such existing Annual Plan or in a previously existing Project Plan but which have not yet been expended; and (iii) exclude any and all provisions for Additional Contributions (other than as expressly provided in the prior two (2) clauses).
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Failure to Adopt. If, by the first day of any Annual Period, the Parties are unable to reach agreement concerning any portion of the Annual Budget for such Annual Period, the Annual Budget proposed by Seller shall be in effect for such Annual Period. Those portions of such Annual Budget that are in dispute shall be resolved in accordance with the dispute resolution procedures set forth in Article 14 of this Agreement, and the losing Party with respect to any such arbitration shall pay all reasonable costs of the winning Party associated therewith, including interest at the Interest Rate on any overpayment by Buyer and reasonable attorneys' and arbitration fees.
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Failure to Adopt. If, by 30 days prior to the first day of any Lease Year, the parties are unable to reach agreement concerning any portion of the Annual Operating Plan and/or Annual Budget for such Lease Year, those portions of the Annual Operating Plan and/or Annual Budget that are not in dispute shall become effective on the first day of the applicable Lease Year. The parties shall continue to work in good faith to resolve any remaining portions of the Annual Operating Plan and/or Annual Budget still in dispute, and until resolution is reached, those portions of the proposed Annual Budget and Annual Operating Plan shall become effective on the first day of the applicable Lease Year.
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Failure to Adopt. If neither the Company nor any Members adopt the bona fide agreement, then the Transferor may proceed with the assignment and the Transferee shall become a Member. If the Company or Members adopting the bona fide agreement shall be in default on the agreement for a period of 6 months or longer, Transferor may foreclose his interest and transfer the same without approval of the Company. Upon such Transfer, the Transferee shall become a Member, subject to all of the rights, powers, restrictions, and liabilities of a Member, including any calls for capital contribution outstanding against the Membership interest transferred.
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Related to Failure to Adopt

  • Failure to Act Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

  • Failure to Agree If the Contractor claims entitlement to a change in the Contract, and the Department does not agree that any action or event has occurred to justify any change in time or compensation, or if the parties fail to agree upon the appropriate amount of the adjustment in time or compensation, the Department will unilaterally make such changes, if any, to the Contract, as it determines are appropriate pursuant to the Contract. The Contractor shall proceed with the Work and the Department's directives, without interruption or delay, and shall make a claim as provided in Article 12. Failure to proceed due to a dispute over a change request shall constitute a material breach of the Contract and entitle the Department to all available remedies for such breach, including, without limitation, termination for default.

  • Failure to Elect If no election as to the Class of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be deemed to be under the Multicurrency Commitments. If no election as to the Currency of a Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be denominated in Dollars. If no election as to the Type of a Syndicated Borrowing is specified, then the requested Borrowing shall be a Eurocurrency Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Syndicated Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign Currency and having an Interest Period of one month. If a Eurocurrency Borrowing is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Eurocurrency Borrowing denominated in Dollars having an Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

  • Failure to Notify If Contractor fails to specify in writing any problem or circumstance that materially affects the costs of its delivery of services or products, including a material breach by the Department, about which Contractor knew or reasonably should have known with respect to the period during the term covered by Contractor's status report, Contractor shall not be entitled to rely upon such problem or circumstance as a purported justification for an increase in the price for the agreed upon scope.

  • Failure to Appoint If the party receiving the notice fails to appoint an arbitrator, or if the two appointees fail to agree upon a chairperson within seven (7) days of their appointment, the appointment shall be made by the Minister of Labour upon request of either party.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Failure to Return Failure of the employee to return pursuant to the date determined in this Section will constitute grounds for termination by the School District unless the School District and the employee mutually agree to an extension of the leave.

  • Failure to Supply 4.2.1 If Company becomes aware that a Supply Interruption is reasonably likely to occur, Company shall promptly notify AbbVie by telephone or by written notification and shall provide AbbVie with the opportunity to meet in person or by teleconference to discuss the details to the extent they are known by Company. 4.2.2 In the event that Company is unable, or notifies AbbVie that it is unable or otherwise receives notice from its CMO that it will be unable to supply, for any reason, except for a Force Majeure Event, to supply Product in accordance with the quantities and/or delivery dates specified by AbbVie for such Product via Purchase Orders, Company shall have a period of *** days or such longer time as necessary so long as Company is using commercially reasonable efforts to cure such interruption to supply, during which time Company will prioritize AbbVie Purchase Orders of Product over Company or other customer orders. If such interruption to supply continues after such sixty (60) day period, AbbVie may, in its sole discretion: (a) cancel outstanding Purchase Orders with Company; (b) require Company to supply the undelivered Product at a future date agreed upon by the Parties; or (c) at Company’s sole expense, manufacture or have manufactured by a Third Party designated and qualified by AbbVie such quantity of ribavirin as AbbVie may reasonably determine with notice to Company as will meet AbbVie’s worldwide requirements in light of such interruption to supply. AbbVie shall be entitled to receive from Company *** % of AbbVie’s cover damages, comprising cost differences between the Product’s cost and the replacement product’s cost, and reasonable costs associated with procuring replacements for the Product, until such time as Company is capable of resuming its supply obligations under this Agreement. Upon Company’s resolution of the interruption to supply to the reasonable satisfaction of AbbVie, AbbVie shall be required to resume purchasing the Applicable Percentage of AbbVie Product Requirements from Company but shall be excused from purchasing that portion attributable to the permitted purchases from the Third Party manufacturer under Section 4.2.2(c).

  • Failure to Enforce The failure of either party hereto at any time, or for any period of time, to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision(s) or of the right of such party thereafter to enforce each and every such provision.

  • Failure to Act Within Time Limits If the Griever or the Union fails to process a grievance to the next step in the grievance procedure within the time limits specified, they shall not be deemed to have prejudiced their position on any future grievance.

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